Exhibit 3(b)1

                                 RESTATED BYLAWS
                          OF NEW CENTURY ENERGIES, INC.


1.    OFFICES.

      1.1  Offices.  In  addition  to its  registered  office  in the  State  of
Delaware, the Corporation shall have a corporate office in Denver,  Colorado and
significant operating offices in Amarillo, Texas, and such other offices, either
within or  without  the State of  Delaware,  at such  locations  as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

2.    SEAL.

      2.1 Seal. The  Corporation  shall have a seal,  which shall have inscribed
thereon  its name and  year of  incorporation  and the  words,  "Corporate  Seal
Delaware."

3.    MEETINGS OF STOCKHOLDERS.

      3.1 Annual Meetings. The annual meeting of stockholders of the Corporation
shall be held on such date, at such time and at such place within or without the
State of Delaware as shall be determined by the Board of Directors  from time to
time.

      3.2  Special  Meetings.  Special  meetings  of  the  stockholders  of  the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as the Board of Directors may designate.

      3.3 Notice of Meetings.  (a) Notices of meetings of stockholders  shall be
in writing and shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose  or  purposes  for which a meeting  is
called.  No business  other than that  specified in the notice  thereof shall be
transacted at any special meeting.

            (b) Such notice  shall  either be  delivered  personally  or mailed,
postage prepaid,  to each stockholder  entitled to vote at such meeting not less
than 10 nor more than 60 days  before the date of the  meeting.  If mailed,  the
notice shall be directed to the  stockholder at his or her address as it appears
on the records of the Corporation.  Personal  delivery of any such notice to any
officer of a corporation or association or to any member of a partnership  shall
constitute  delivery  of  such  notice  to  such  corporation,   association  or
partnership.

            (c) Notice of any meeting of  stockholders  need not be given to any
stockholder if waived by such  stockholder  in writing,  whether before or after
such meeting is held,  or if such  stockholder  shall sign the minutes or attend
the meeting,  except that if such stockholder  attends a meeting for the express
purpose of objecting at the beginning of the meeting to the  transaction  of any
business  because  the  meeting  is  not  lawfully  called  or  convened,   such
stockholder shall not be deemed to have waived notice of such meeting.

      3.4  Adjourned  Meetings.  When a meeting is  adjourned to another time or
place,  unless otherwise  provided by these Restated Bylaws,  notice need not be
given of the  adjourned  meeting if the time and place  thereof are announced at
the meeting at which the  adjournment  is taken.  At the  adjourned  meeting the
stockholders  may transact any business which might have been  transacted at the
original  meeting.  If an  adjournment  is for more than 30 days, or if after an
adjournment,  a new record date is fixed for the adjourned  meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

      3.5 Quorum and  Adjournment.  Except as otherwise  provided by law, by the
Restated  Certificate of  Incorporation  of the Corporation or by these Restated
Bylaws, the presence, in person or by proxy, of the holders of a majority of the
aggregate  voting  power of the stock issued and  outstanding,  entitled to vote
thereat,  shall  constitute  a quorum for the  transaction  of  business  at all
meetings of  stockholders.  If such majority shall


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not be present or represented at any meeting of  stockholders,  the stockholders
present,  although  less than a quorum,  shall  have the  power to  adjourn  the
meeting.

      3.6   Vote  Required.  Except  as  otherwise  provided  by law or by the
Restated Certificate of Incorporation:

            (a) Directors shall be elected by a plurality of the votes cast at a
meeting of  stockholders by the  stockholders  entitled to vote in the election,
and

            (b)  whenever  any  corporate  action  other  than the  election  of
Directors is to be taken, it shall be authorized by a majority of the votes cast
at a meeting of stockholders by the stockholders entitled to vote thereon.

      3.7 Manner of Voting.  At each meeting of  stockholders,  each stockholder
having the right to vote shall be entitled  to vote in person or by proxy.  Each
stockholder  shall be entitled to vote each share of stock  having  voting power
registered in his name on the books of the  Corporation on the record date fixed
for determination of stockholders entitled to vote at such meeting.

      3.8 Proxies. (a) ) At any meeting of stockholders,  any stockholder may be
represented  and vote by proxy or  proxies.  In the event that any form of proxy
shall  designate  two or more  persons to act as  proxies,  a  majority  of such
persons  present at the meeting or, if only one shall be present,  then that one
shall have and may  exercise  all of the powers  conferred  by the form of proxy
upon all of the persons so designated  unless the form of proxy shall  otherwise
provide.

            (b) The Board of Directors  may, in advance of any annual or special
meeting of the stockholders,  prescribe  additional  regulations  concerning the
manner of execution and filing of proxies and the validation of the same,  which
are intended to be voted at any such meeting.

      3.9 Presiding  Officer and Secretary.  The Chairman of the Board shall act
as chairman of all meetings of the stockholders.  In the absence of the Chairman
of the Board,  the Vice  Chairman  of the Board or, in his or her  absence,  the
President,  or in his or her absence, any Vice President designated by the Board
of Directors shall act as chairman of the meeting.

      The Secretary of the Corporation shall act as secretary of all meetings of
the stockholders,  but, in the absence of the Secretary, the Assistant Secretary
designated in accordance with Section 5.11(b) of these Restated Bylaws shall act
as  secretary  of all  meetings  of the  stockholders,  but in the  absence of a
designated  Assistant  Secretary,  the  chairman  of the meeting may appoint any
person to act as secretary of the meeting.

      3.10  Procedure.  At each  meeting of  stockholders,  the  chairman of the
meeting  shall fix and announce the date and time of the opening and the closing
of the polls  for each  matter  upon  which  the  stockholders  will vote at the
meeting  and shall  determine  the order of  business  and all other  matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors,  the chairman of the meeting may establish
rules,  which need not be in writing,  to maintain  order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

            (a) restrict  attendance  at any time to bona fide  stockholders  of
record and their proxies and other  persons in  attendance at the  invitation of
the chairman;

             (b) restrict  dissemination  of  solicitation  materials and use of
audio or visual recording devices at the meeting;

            (c) adjourn the meeting without a vote of the stockholders,  whether
or not there is a quorum present; and

            (d) make rules governing speeches and debate,  including time limits
and access to microphones.

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The chairman of the meeting acts in his or her  absolute  discretion  and his or
her rulings are not subject to appeal.

4.    DIRECTORS.

      4.1 Powers. The Board of Directors shall exercise all of the powers of the
Corporation  except  such  as are by  law,  or by the  Restated  Certificate  of
Incorporation  of this Corporation or by these Restated Bylaws conferred upon or
reserved to the stockholders of any class or classes.

      4.2  Resignations.  Any Director may resign at any time by giving  written
notice to the Board of Directors or the Secretary.  Such resignation  shall take
effect at the date of  receipt  of such  notice or at any later  time  specified
therein.  Acceptance  of such  resignation  shall  not be  necessary  to make it
effective.

      4.3 Presiding  Officer and Secretary.  The Chairman of the Board shall act
as chairman of all  meetings  of the Board of  Directors.  In the absence of the
Chairman of the Board,  the Vice Chairman of the Board,  or in his absence,  the
Chief  Executive  Officer or other person  designated  by the Board of Directors
shall act as chairman of the meeting.

            The  Secretary  of the  Corporation  shall act as  secretary  of all
meetings of the Board of Directors,  but, in the absence of the  Secretary,  the
Assistant  Secretary  designated  in  accordance  with Section  5.11(b) of these
Restated Bylaws shall act as secretary of all meetings of the stockholders,  but
in the absence of a designated Assistant Secretary,  the chairman of the meeting
may appoint any person to act as secretary of the meeting.

      4.4  Annual  Meetings.  The  Board  of  Directors  shall  meet  each  year
immediately  following the annual  meeting of  stockholders,  at the place where
such meeting of  stockholders  has been held, or at such other place as shall be
fixed by the person  presiding  over the  meeting of the  stockholders,  for the
purpose of election of officers and  consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation.

      4.5 Regular Meetings.  Regular meetings of the Board of Directors shall be
held on such dates and at such times and places,  within or without the state of
Delaware, as shall from time to time be determined by the Board of Directors. In
the absence of any such determination, such meetings shall be held at such times
and places,  within or without the State of Delaware,  as shall be designated by
the Chairman of the Board on not less than twelve hours notice to each Director,
given  verbally or in writing  either  personally,  by telephone  (including  by
message or recording device), by facsimile transmission, by telegram or by telex
or on not less than three (3) calendar  days' notice to each  Director  given by
mail.

      4.6 Special Meetings.  Special meetings of the Board of Directors shall be
held at the call of the  Chairman of the Board at such times and places,  within
or without the State of Delaware, as he or she shall designate, on not less than
twelve  hours  notice to each  Director,  given  verbally  or in writing  either
personally,  by  telephone  (including  by  message  or  recording  device),  by
facsimile  transmission,  by  telegram or by telex or on not less than three (3)
calendar days' notice to each Director given by mail.  Special meetings shall be
called by the  Secretary on like notice at the written  request of a majority of
the Directors then in office.

      4.7 Quorum  and  Powers of a  Majority.  At all  meetings  of the Board of
Directors  and of each  committee  thereof,  a majority of the members  shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a  majority  of the  members  present  at any  meeting at which a
quorum is present shall be the act of the Board of Directors or such  committee,
unless by express provision of law, of the Restated Certificate of Incorporation
or these  Restated  Bylaws,  a different  vote is  required,  in which case such
express  provision  shall  govern and  control.  In the  absence of a quorum,  a
majority of the members  present at any meeting may,  without  notice other than
announcement  at the  meeting,  adjourn  such  meeting from time to time until a
quorum is present.


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      4.8 Waiver of Notice. Notice of any meeting of the Board of Directors,  or
any committee  thereof,  need not be given to any member if waived by him or her
in writing,  whether before or after such meeting is held, or if he or she shall
sign the minutes or attend the meeting,  except that if such Director  attends a
meeting for the express  purpose of objecting at the beginning of the meeting to
the  transaction of any business  because the meeting is not lawfully  called or
convened,  then such Director  shall not be deemed to have waived notice of such
meeting.

      4.9  Manner of  Acting.  (a)  Members  of the Board of  Directors,  or any
committee  thereof,  may participate in any meeting of the Board of Directors or
such  committee  by means of  conference  telephone  or  similar  communications
equipment  by means of which all  persons  participating  therein  can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

            (b) Any action  required or  permitted to be taken at any meeting of
the Board of Directors or any  committee  thereof may be taken without a meeting
if all members of the Board of Directors or such committee,  as the case may be,
consent  thereto in  writing,  and the  writings  are filed with the  minutes of
proceedings of the Board of Directors or such committee.

      4.10  Compensation.  (a)  The  Board  of  Directors,  by a  resolution  or
resolutions,  may  fix,  and  from  time to time  change,  the  compensation  of
Directors.

            (b)  Each  Director  shall be  entitled  to  reimbursement  from the
Corporation for his or her reasonable  expenses  incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

            (c) Nothing contained in these Restated Bylaws shall be construed to
preclude any Director  from serving the  Corporation  in any other  capacity and
from receiving  compensation  from the Corporation for service rendered to it in
such other capacity.

      4.11 Standing Committees.  The Board of Directors shall have the following
four standing committees, each committee of which shall consist of five members,
including the chairman of the committee:

            (a) A Nominating and Civic Responsibility  Committee which shall, in
addition  to any  other  duties  assigned  to such  committee  by the  Board  of
Directors,  nominate  candidates to fill vacancies on the Board of Directors and
shall review the  participation  of the  Corporation in the communities in which
the Corporation operates;

            (b) A Finance Committee which shall, in addition to any other duties
assigned  to  such  committee  by  the  Board  of  Directors,  review  and  make
recommendations  to the Board of Directors  as to the methods of  financing  the
Corporation's operations;

             (c) An Audit Committee which shall, in addition to any other duties
assigned  to such  committee  by the Board of  Directors,  review the  financial
affairs of the Corporation with the Corporation's auditors; and

            (d) A Compensation  Committee  which shall, in addition to any other
duties  assigned to such  committee by the Board of  Directors,  review and make
recommendations  to the  Board  of  Directors  concerning  the  compensation  of
officers of the Corporation.

      4.12 Additional  Committees.  In addition to the standing committees,  the
Board of Directors  may, (i) if on or prior to the date four and one-half  years
after the effective date, if any, of the mergers (the "Merger Date") which cause
Public Service  Company of Colorado and  Southwestern  Public Service Company to
become  subsidiaries  of the  Corporation  pursuant to the Agreement and Plan of
Reorganization dated August 22 1995, as amended,  among the Corporation,  Public
Service Company of Colorado and Southwestern Public Service Company (the "Merger
Agreement")  by  resolution  adopted  by  two-thirds  of  the  entire  Board  of
Directors,  and (ii) if thereafter,  by resolution  adopted by a majority of the
entire Board of Directors,  designate one or more  additional  committees,  each
committee to consist of one or more  Directors,  which to the extent

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<PAGE>

provided in said  resolution  or  resolutions  shall have and may  exercise  the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except as provided in Section 4.13.

      4.13 Committee  Procedure,  Limitations of Committee Powers. (a) Except as
otherwise provided by these Restated Bylaws,  each committee shall adopt its own
rules  governing  the time,  place and method of holding  its  meetings  and the
conduct  of its  proceedings  and shall  meet as  provided  by such  rules or by
resolution  of the  Board  of  Directors.  Unless  otherwise  provided  by these
Restated Bylaws or any such rules or  resolutions,  notice of the time and place
of each meeting of a committee  shall be given to each member of such  committee
as provided in Section 4.6 of these  Restated  Bylaws with respect to notices of
special meetings of the Board of Directors.

            (b) Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required.

            (c) Any member of any committee  may be removed from such  committee
either with or without  cause,  at any time,  by the Board of  Directors  at any
meeting  thereof.  Any vacancy in any committee  shall be filled by the Board of
Directors in the manner prescribed by the Restated  Certificate of Incorporation
or these  Restated  Bylaws for the original  appointment  of the members of such
committee.

      4.14 Actions Requiring More Than a Majority of Directors  Present.  On and
prior to the date that is four and one-half years after the Merger Date, (a) the
following actions by the Board of Directors will require the affirmative vote of
two-thirds of the Board of Directors:  (i) any change in the method of selecting
committee  members  from that set forth in the  Merger  Agreement,  and (ii) any
amendments to Section 1.1 or this Section 4.14 of these Restated Bylaws, and (b)
the removal of or action to fill a vacancy in the office of the Chief  Executive
Officer or President of the Corporation or the Chairman of the Board or the Vice
Chairman  of the Board  will  require  the  affirmative  vote of the  greater of
two-thirds of the entire Board of Directors or ten Directors.

5.    OFFICERS.

      5.1 Number.  (a) The  officers of the  Corporation  shall  include a Chief
Executive  Officer, a President,  one or more Vice Presidents  (including one or
more Executive Vice  Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors),  a Secretary and a Treasurer.  The Board
of  Directors  shall  also  elect a  Chairman  of the Board and may elect a Vice
Chairman of the Board. The Board of Directors may also elect such other officers
as the Board of Directors may from time to time deem  appropriate  or necessary.
Except for the  Chairman  of the Board,  the Vice  Chairman of the Board and the
Chief  Executive  Officer,  none of the  officers of the  Corporation  need be a
director  of the  Corporation.  Any two or more  offices may be held by the same
person to the extent permitted by the GCLD.

            (b) The Board of  Directors  may  delegate  to the  Chief  Executive
Officer  or  President  the  power  to  appoint  one or  more  employees  of the
Corporation as divisional or departmental  vice presidents and fix the duties of
such  appointees.  However,  no such divisional or  departmental  vice president
shall be  considered  as an  officer of the  Corporation,  the  officers  of the
Corporation being limited to those officers elected by the Board of Directors.

      5.2  Election of  Officers,  Qualification  and Term.  The officers of the
Corporation  shall be elected from time to time by the Board of  Directors  and,
except as may otherwise be expressly  provided in a contract of employment  duly
authorized by the Board of Directors or the Merger Agreement,  shall hold office
at the pleasure of the Board of Directors.

      5.3 Removal.  Except as otherwise  expressly  provided in a contract  duly
authorized  by the Board of  Directors or in the Merger  Agreement,  any officer
elected by the Board of Directors may be removed,  either with or without cause,
by the Board of Directors at any meeting thereof,  or to the extent delegated to
the Chairman of the Board or the Chief Executive Officer, by the Chairman of the
Board or the Chief Executive Officer.


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      5.4 Resignations. Any officer of the Corporation may resign at any time by
giving  written notice to the Board of Directors or to the Chairman of the Board
or to the Chief Executive  Officer.  Such  resignation  shall take effect at the
date of the receipt of such notice or at any later time  specified  therein and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

      5.5  Salaries.  The salaries of all officers of the  Corporation  shall be
fixed by the Board of  Directors  from  time to time,  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
Director of the Corporation.

      5.6 The  Chairman of the Board.  The  Chairman of the Board shall have the
powers and duties  customarily  and  usually  associated  with the office of the
Chairman of the Board.  The  Chairman of the Board shall  preside at meetings of
the stockholders and of the Board of Directors.

      5.7 Vice Chairman of the Board.  The Vice Chairman of the Board shall have
the powers and duties  customarily and usually associated with the office of the
Vice Chairman of the Board.

      5.8 Chief  Executive  Officer.  The Chief  Executive  Officer  shall have,
subject to the supervision, direction and control of the Board of Directors, the
general  powers and  duties of  supervision,  direction  and  management  of the
affairs and business of the  Corporation  usually vested in the chief  executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the  organizational  and reporting  relationships  within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman  of the Board  shall not be  filled,  or in the event of the  temporary
absence or  disability of the Chairman of the Board and the Vice Chairman of the
Board,  the Chief  Executive  Officer  shall  have the  powers and duties of the
Chairman of the Board.

      5.9 The President.  The President shall serve as chief  operating  officer
and shall  have such  other  powers  and  perform  such  other  duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

      5.10 The Vice  Presidents.  Each Vice President shall have such powers and
perform  such  duties as may from time to time be  assigned to him or her by the
Board of Directors, the Chief Executive Officer or the President.

      5.11 The Secretary and the Assistant  Secretary.  (a) The Secretary  shall
attend meetings of the Board of Directors and meetings of the  stockholders  and
record  all votes and  minutes of all such  proceedings  in a book kept for such
purpose.  He or she shall have all such  further  powers and duties as generally
are  incident  to the  position  of  Secretary  or as may  from  time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer or
the President.

            (b) Each Assistant Secretary shall have such powers and perform such
duties  as may  from  time to time be  assigned  to him or her by the  Board  of
Directors,  the Chief Executive Officer, the President or the Secretary. In case
of  the  absence  or  disability  of  the  Secretary,  the  Assistant  Secretary
designated  by  the  Chief  Executive  Officer  (or,  in  the  absence  of  such
designation,  by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

      5.12 The Treasurer and the Assistant  Treasurer.  (a) The Treasurer  shall
have custody of the  Corporation's  funds and securities and shall keep full and
accurate  accounts of  receipts  and  disbursements  in books  belonging  to the
Corporation and shall deposit or cause to be deposited  moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.  The Treasurer  shall also maintain
adequate records of all assets,  liabilities and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer  shall  have such other  powers and  perform  such other  duties  that
generally  are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive Officer
or the President.


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            (b) Each Assistant Treasurer shall have such powers and perform such
duties  as may  from  time to time be  assigned  to him or her by the  Board  of
Directors,  the Chief Executive Officer, the President or the Treasurer. In case
of  the  absence  or  disability  of  the  Treasurer,  the  Assistant  Treasurer
designated  by  the  Chief  Executive  Officer  (or,  in  the  absence  of  such
designation,  by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

6.    STOCK

      6.1  Certificates.  Certificates  for  shares of stock of the  Corporation
shall be issued under the seal of the Corporation,  or a facsimile thereof,  and
shall be numbered and shall be entered in the books of the  Corporation  as they
are issued.  Each  certificate  shall bear a serial  number,  shall  exhibit the
holder's name and the number of shares evidenced thereby, and shall be signed by
the  Chairman of the Board or a Vice  Chairman,  if any, or the Chief  Executive
Officer or the  President  or any Vice  President,  and by the  Secretary  or an
Assistant  Secretary or the Treasurer or an Assistant  Treasurer.  Any or all of
the  signatures  on the  certificate  may be a  facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate  shall have ceased to be such officer,  transfer agent
or  registrar  before  such  certificate  is  issued,  it may be  issued  by the
corporation  with the same effect as if such person or entity were such officer,
transfer agent or registrar at the date of issue.

      6.2 Transfers.  Transfers of stock of the Corporation shall be made on the
books of the Corporation only upon surrender to the Corporation of a certificate
(if any) for the shares  duly  endorsed  or  accompanied  by proper  evidence of
succession,  assignment  or  authority to transfer,  provided  such  succession,
assignment  or  transfer  is not  prohibited  by  the  Restated  Certificate  of
Incorporation, these Restated Bylaws, applicable law or contract. Thereupon, the
Corporation  shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any) and record the transaction upon its
books.

      6.3  Lost,  Stolen  or  Destroyed  Certificates.  Any  person  claiming  a
certificate of stock to be lost,  stolen or destroyed shall make an affidavit or
an affirmation of that fact, and shall give the  Corporation a bond of indemnity
in satisfactory form and with one or more satisfactory sureties, whereupon a new
certificate  (if  requested)  may be issued  of the same  tenor and for the same
number of shares as the one alleged to be lost, stolen or destroyed.

      6.4  Registered  Stockholders.   The  Corporation  shall  be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares as the person  entitled to exercise  the rights of a  stockholder  and
shall not be bound to recognize  any  equitable or other claim to or interest in
any such  shares on the part of any other  person,  whether or not it shall have
express or other notice thereof,  except as otherwise  expressly provided by the
General Corporation Law of Delaware (the "GCLD").

      6.5  Additional  Powers of the Board.  (a) In addition to those powers set
forth in Section 4.1, the Board of Directors  shall have power and  authority to
make all such rules and  regulations as it shall deem  expedient  concerning the
issue,  transfer and  registration  of  certificates  for shares of stock of the
Corporation,  including the use of uncertificated shares of stock subject to the
provisions of the GCLD.

            (b) The Board of Directors  may appoint and remove  transfer  agents
and registrars of transfers,  and may require all stock certificates to bear the
signature of any such transfer agent and/or any such registrar of transfers.


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7.    MISCELLANEOUS

      7.1 Place and Inspection of Books. (a) The books of the Corporation  other
than such books as are  required  by law to be kept within the State of Delaware
shall be kept in such  place or places  either  within or  without  the State of
Delaware as the Board of Directors may from time to time determine.

            (b) At least ten days  before  each  meeting  of  stockholders,  the
officer  in charge  of the  stock  ledger  of the  Corporation  shall  prepare a
complete list of the stockholders  entitled to vote at the meeting,  arranged in
alphabetical order and showing the address of each stockholder and the number of
shares  registered in the name of each  stockholder.  Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the  notice  of the  meeting,  or,  if not
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof, and may be inspected by any stockholder who is present.

            (c) The Board of Directors shall determine from time to time whether
and, if allowed, when and under what conditions and regulations the accounts and
books of the  Corporation  (except  such as may be by law  specifically  open to
inspection  or as otherwise  provided by these  Restated  Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

      7.2 Voting Shares in Other Corporations.  The Chief Executive Officer, the
President or any other  officer of the  Corporation  designated  by the Board of
Directors  may vote any and all  shares  held by the  Corporation  in any  other
corporation.

      7.3 Fiscal Year. The fiscal year of the  Corporation  shall be such fiscal
year as the Board of Directors from time to time by resolution shall determine.

      7.4  Gender/Number.  As used in  these  Restated  Bylaws,  the  masculine,
feminine or neuter gender, and the singular or plural number, shall each include
the others whenever the context so indicates.

      7.5 Paragraph Titles. The titles of the paragraphs have been inserted as a
matter of  reference  only and shall  not  control  or  affect  the  meaning  or
construction of any of the terms and provisions hereof.

      7.6  Amendment.  Subject to Section 4.14 of these Restated  Bylaws,  these
Restated Bylaws may be altered,  amended or repealed by (a) the affirmative vote
of the  holders  of a  majority  of the  voting  power of the stock  issued  and
outstanding  and  entitled  to vote at any  meeting of  stockholders,  or (b) by
resolution  adopted by the  affirmative  vote of not less than a majority of the
Directors in office,  at any annual or regular meeting of the Board of Directors
or at any special  meeting of the Board of  Directors  if notice of the proposed
alteration,  amendment or repeal be contained in written  notice of such special
meeting.  Notwithstanding the foregoing, the amendment of any provision of these
Restated  Bylaws  requiring an  affirmative  vote in excess of a majority of the
Directors in office shall require the affirmative vote of at least the number of
directors the affirmative vote of whom is required by such provision.

      7.7 Restated Certificate of Incorporation. Notwithstanding anything to the
contrary  contained herein, if any provision  contained in these Restated Bylaws
is inconsistent  with or conflicts with a provision of the Restated  Certificate
of Incorporation, such provision of these Restated Bylaws shall be superseded by
the inconsistent  provision in the Restated  Certificate of Incorporation to the
extent necessary to give effect to such provision in the Restated Certificate of
Incorporation.


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